SCHNEIDER ELECTRIC INFRSTRUCTURE LIMITED
Contents
1. e You can also update your mobile number and e mail id in the user profile details of the folio which may be used for sending future communication s 1 Shareholders who have registered their e mail IDs for receipt of documents in electronic mode under the Green Initiative of Ministry of Corporate Affairs are being sent Notice of Postal Ballot by e mail and others are sent by post along with Postal Ballot Form Shareholders who have received Postal Ballot Notice by e mail and who wish to vote through Physical Postal Ballot Form can download Postal Ballot Form from the link www evoting nsdl com or seek duplicate Postal Ballot Form from M s C B Management Services P Ltd Registrar amp Transfer Agent P 22 Bondel Road Kolkata 70001 fill in the details and send the same to the Scrutinizer Kindly note that the Shareholders can opt only one mode of voting i e either by Physical Ballot or e voting If you are opting for e voting then do not vote by Physical Ballot also and vice versa However in case Shareholders cast their vote by Physical Ballot and e voting then voting done through valid Physical Ballot shall prevail and voting done by e voting will be treated as invalid Shareholders desiring to exercise vote by Physical Postal Ballot are requested to carefully read the instructions printed in the Postal Ballot The Board recommends the special resolution set forth in Item No 1 of the notice for approval of members Mr Ran2. EVEN of Schneider Electric Infrastructure Limited viii Now you are ready for e Voting as Cast Vote page opens ix Cast your vote by selecting appropriate option and click on Submit and also Confirm when prompted x Upon confirmation the message Vote cast successfully will be displayed xi Once you have voted on the resolution you will not be allowed to modify your vote xii Institutional shareholders i e other than individuals HUF NRI etc are required to send scanned copy PDF JPG Format of the relevant Board Resolution Authority letter etc together with attested specimen signature of the duly authorized signatory ies who are authorized to vote to the Scrutinizer through e mail nesargroup nesarassociates com with a copy marked to evoting nsdl co in b In case of Shareholders receiving Postal Ballot Notice by Post 1 Initial password is provided as below at the bottom of the Postal Ballot Form EVEN USER PASSWORD PIN E Voting Event Number ID ii Please follow all steps from SI No ii to SI No xii above to cast vote c In case of any queries you may refer the Frequently Asked Questions FAQs for Shareholders and e voting user manual for Shareholders available at the Downloads section of www evoting nsdl com d To If you are already registered with NSDL for e voting then you can use your existing user ID and password for casting your vote
3. containing Postal Ballot Form if sent by courier or by registered post or by speed post at the expense of the registered member will also be accepted The Postal Ballot Form s may also be deposited personally The votes should be casted either in favour or against the resolution by putting the tick V mark in the column provided for assent or dissent Postal Ballot Form bearing tick V mark in both the column will render the Form invalid Please convey your assent dissent in the Postal Ballot Form The assent or dissent received in any other form shall not be considered valid The Postal Ballot Form should be completed and signed by the sole first named shareholder In the absence of the first named shareholder in a joint holding the Form may be completed and signed by the next named shareholder However where the Form is sent separately by the first named shareholder and the joint holder s the vote of the first named shareholder would be valid In case of shares held by companies trusts societies etc the duly completed Postal Ballot Form should be accompanied by a certified true copy of the board resolution authority letter with signature s of authorized signatory ies duly attested Incomplete unsigned or incorrectly filled Postal Ballot Forms will be subject to rejection by the Scrutinizer Shareholders are requested to fill the Postal Ballot Form in indelible ink and not in any erasable writing mode Shareholders
4. Rs 8 00 000 Rupees Eight Lakhs Only to Mr Vinod Kumar Dhall Non executive Independent Director and Chairman of the Board of the Company for a period of 3 Three years for the Financial Years 2013 14 2014 15 and 2015 16 The above payment to Mr Vinod Kumar Dhall Non executive Independent Director and the Chairman will be inclusive of sitting fees payable to him for Chairing attending Board Meetings and all other Committee Meetings during that period The quantum of remuneration payable to Mr Vinod Kumar Dhall Non executive Independent Director and the Chairman of the Board of the Company will be appraised and further decided by the Board from year to year The Board recommends the special resolution set forth in Item No 3 of the notice for approval of members Mr Vinod Kumar Dhall the Non executive Independent Director of the Company may be deemed to be concerned or interested in the resolution to the extent of remuneration that may be received by him Except to him none of the Directors Key Managerial Personnel have any concern or interest in the resolution By the order of the Board For Schneider Electric Infrastructure Limited Date December 30 2013 Prakash Chandraker Place Noida Managing Director SCHNEIDER ELECTRIC INFRSTRUCTURE LIMITED Regd Office Milestone 87 Vadodara Halol Highway Village Kotambi Post office Jarod Vadodra 391510 Gujarat POSTAL BALLOT FORM Kindly refer to the instructions spe
5. are requested not to send any other matter along with the Postal Ballot Form in the enclosed postage pre paid self addressed business reply envelope If any extraneous papers are found the same will be destroyed by the Scrutinizer A shareholder may request for a duplicate Postal Ballot Form if so required However the duly completed duplicate Postal Ballot Form should reach the Scrutinizer not later than the date and time specified in Point No 12 above POSTAGE WILL BE PAID BY THE ADDRESSE BUSINESS REPLY ENVELOPE NO POSTAGE STAMP NECESSARY IF POSTED IN INDIA REFERENCE NO AND ADDRESS OF POST OFFICE MR NESAR AHMAD FCS PRACTISING COMPANY SECRETARY SCRUTINIZER C o CB Management Services P Ltd P 22 Bondel Road Kolkata 700019
6. authorized jointly and or severally to do all acts deeds and things that may be necessary proper expedient or incidental for the purpose of giving effect to the aforesaid Resolution By the order of the Board For Schneider Electric Infrastructure Limited Date December 30 2013 Prakash Chandraker Place Noida Managing Director Notes 1 Explanatory Statement and reasons for the proposed resolution pursuant to Section 102 of the Companies Act 2013 Section 173 2 of the Companies Act 1956 read with Section 192A 2 of the Companies Act 1956 are annexed to the notice The Notice is being sent to all the Members whose name appears in the Register of Members Record of Depositories as on January 3 2014 Relevant documents referred to in this notice and accompanying Explanatory Statement are open for inspection at the Registered Office of the Company on all working days except holidays between 11 00 a m and 1 00 p m up to the date of declaration of results of Postal Ballot The Board has appointed Mr Nesar Ahmad Company Secretary New Delhi as the scrutinizer for conducting the postal ballot voting process in accordance with the law in fair and in a transparent manner Please read the voting instructions printed on the back side of the Postal Ballot Form before exercising vote The date of declaration of results of the postal ballot i e February 17 2014 shall be the date on which the resolution would be deemed to have b
7. give assent dissent to the following resolution as a Special Resolution ITEM NO 1 PAYMENT OF REMUNERATION PAID TO MR RANJAN PANT NON EXECUTIVE INDEPENDENT DIRECTOR OF THE COMPANY RESOLVED THAT pursuant to Section 198 309 and all other applicable provisions if any of the Companies Act 1956 including any statutory modification s or re enactment thereof and the Memorandum and Articles of Association of the Company and subject to the approval of Central Government consent of the Shareholders be and is hereby accorded for payment of remuneration of Rs 7 00 000 Rupees Seven Lakhs Only per annum for a period of 3 Three years for the Financial Years 2013 14 2014 15 and 2015 16 to Mr Ranjan Pant Non executive Independent Director of the Company RESOLVED FURTHER THAT the remuneration as above to be paid to Mr Ranjan Pant Non executive Independent Director will be inclusive of sitting fees payable to him for attending Board Meetings and all other Committee Meetings during that period RESOLVED FURTHER THAT the remuneration paid to Mr Ranjan Pant Non executive Independent Director of the Company for each year may be reviewed and decided by the Board as it may deem fit RESOLVED FURTHER THAT the Board of Directors and or Company Secretary and or CFO of the Company be and is are hereby authorized jointly and or severally to do all acts deeds and things that may be necessary proper expedient or incidental for the purpo
8. SCHNEIDER ELECTRIC INFRSTRUCTURE LIMITED Regd Office Milestone 87 Vadodara Halol Highway Village Kotambi Post office Jarod Vadodra 391510 NOTICE OF POSTAL BALLOT Notice pursuant to Section 192A of the Companies Act 1956 Dear Shareholder s NOTICE IS HEREBY GIVEN that the resolution as set out in this notice is proposed for consideration by the shareholders for resolution by means of postal ballot under section 192A of the Companies Act 1956 read with Companies Passing of Resolution by Postal Ballot Rules 2011 Accordingly the Resolution and the Explanatory Statement is being sent to you for your consideration along with a Postal Ballot Form The Company has appointed Mr Nesar Ahmad Practicing Company Secretary as the Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner You may give your consent or dissent either by e voting or through physical mode to the Scrutinizer by February 12 2014 before 5 30 PM After completion of scrutiny the Scrutinizer will submit his report to the Chairman The results of Postal Ballot shall be declared by the Chairman or his authorized representative or any Director duly authorized by the Board on February 17 2014 at 2 30 PM and will also be displayed on the notice board of the Company at its registered office located at Milestone 87 Vadodara Halol Highway Village Kotambi Post office Jarod Vadodra 391510 Gujarat To consider and if thought fit to
9. Vinod Kumar Dhall is a retired IAS officer and his presence and participation on Board of the Company brings a greater transparency accountability and credibility to the Company affairs and the sort of responsibilities which he is bearing for ensuring higher level of excellence in corporate governance and preserving uplifting the interest of Stakeholders Mr Dhall was the first and founding Head of the Competition Commission of India a position that he held for about 5 years As Secretary Ministry of Corporate Affairs Mr Dhall was responsible inter alia for the introduction and enactment of the Competition Act 2002 and also responsible for the establishment of the Serious Fraud Investigation Office SFIO formulation and initiation of the e Governance project MCA21 and reforms relating to Corporate Governance Mr Dhall was also Chairman of the Working Group on National Competition Policy which has been the basis for further steps to institute a National Competition Policy for India During his career in Government Mr Dhall specialised in the fields of Corporate Affairs Industry and Commerce Economic Regulation and Finance in which he worked for around 27 years which includes direct experience of running a business as CEO of two PSUs and experience as Chairman Member of Board of Directors of Insurance Companies Banks Development Banks Financial Institutions and Joint Sector Undertakings Thus it is proposed to pay remuneration of
10. cified overleaf before filling the form Serial No Name and registered address of the sole first named shareholder Name s of Joint shareholder s DP Id No Client Id No Registered Folio No applicable to investors holding shares in physical form No of shares held I We hereby exercise my our vote in respect of the Special Resolution to be passed through postal ballot for the business stated in the notice of the Company by sending my our assent or dissent to the said resolution by placing tick V mark at the appropriate box below SI No Brief particulars of the item Number of Votes exercised corresponding to the total number of voting rights I We assent to the resolution For I We dissent to the resolution Against Special Resolution under Section 309 of the Companies Act 1956 for payment of remuneration to Mr Ranjan Pant Non executive Independent Director of the Company Special Resolution under Section 309 of the Companies Act 1956 for payment of remuneration to Mr Subramanyam Vishar Vasudevan Non executive Independent Director of the Company Special Resolution under Section 309 of the Companies Act 1956 for the payment of remuneration to Mr Vinod Kumar Dhall Non executive Independent Director and Chairman of the Board of the Company Place Signature of the shareholder Date must be as
11. een passed if approved by requisite majority In compliance with provisions of Section 192A of the Act read with the Companies Passing of the Resolution by Postal Ballot Rules 2011 the Company is pleased to offer e voting facility for all the Shareholders of the Company For this purpose the Company has entered into an agreement with NSDL for facilitating e voting to enable the Shareholders to cast their votes electronically instead of dispatching Postal Ballot Form E voting is optional The instructions for Shareholders for e voting are as under a i ii In case of Shareholders receiving e mail from NSDL Open e mail and open PDF file viz Schneider Info e Voting pdf with your Client ID or Folio No as password The said PDF file contains your user ID and password for e voting Please note that the password is an initial password Launch internet browser by typing the following URL https www evoting nsdl com iii Click on Shareholder Login iv Put user ID and password as initial password noted in step 1 above Click Login v Password change menu appears Change the password with new password of your choice with minimum 8 digits characters or combination thereof Note new password It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential vi Home page of e Voting opens Click on e Voting Active Voting Cycles vii Select
12. he date of declaration of the results of postal ballot e voting will be taken to be the date of passing of the resolution The result of the postal ballot e voting will also be published in the newspapers and will also be placed at the website of the Company at www schneider infra in The shareholders can opt for only one mode of voting i e through postal ballot or e voting If the shareholder decides to vote through postal ballot they are advised not to vote through e voting and vice versa In case of voting by both the modes voting through a valid physical Postal Ballot Form will be considered and counted and e voting of such shareholder will be treated as invalid There will be one Postal Ballot Form e voting for every folio client id irrespective of the number of joint holders 10 Voting rights in the postal ballot e voting cannot be exercised by a proxy 11 The Scrutinizer s decision on the validity of a postal ballot e voting will be final Voting in physical form 13 14 15 16 17 18 19 20 A shareholder desiring to exercise voting right by postal ballot may complete the Postal Ballot Form and send it in the attached self addressed Business Reply Envelope so as to reach the Scrutinizer not later than 5 30 PM on Wednesday February 12 2014 The Postal Ballot Forms received after this date will be treated as if the reply from the shareholder has not been received However envelopes
13. jan Pant the Non executive Independent Director of the Company may be deemed to be concerned or interested in the resolution to the extent of remuneration that may be received by him Except to him none of the Directors Key Managerial Personnel have any concern or interest in the resolution ITEM NO 2 PAYMENT OF REMUNERATION TO MR SUBRAMANYAM VISHAR VASUDEVAN NON EXECUTIVE INDEPENDENT DIRECTOR OF THE COMPANY The Board of Directors of the Company in its Board Meeting held on 29 October 2013 approved the payment of remuneration to the Mr Subramanyam Vishar Vasudevan Non executive Independent Director of the Company In accordance with the provision of Section 309 of the Companies Act 1956 which allows the payment of remuneration to a Director who is neither a Whole Time Director nor a Managing Director or Manager of a Company by way of remuneration if the Company authorizes such payment by way of Special Resolution However the payment of remuneration to Mr Subramanyam Vishar Vasudevan Non executive Independent Director of the Company will be further subject to the approval of Central Government Mr Subramanyam Vishar Vasudevan is a Fellow member of Institute of Chartered Accountant of India and MBA He held the position of CFO at Dr Reddy s Laboratories Limited He was responsible for Finance and Investor Relations for a period of 22 years During this period Dr Reddy s transformed itself from a start up to a US 1 Billion c
14. ommittee Meetings during that period The quantum of remuneration payable to Mr Subramanyam Vishar Vasudevan Non executive Independent Director of the Company will be appraised and further decided by the Board from year to year The Board recommends the special resolution set forth in Item No 2 of the notice for approval of members Mr Subramanyam Vishar Vasudevan the Non executive Independent Director of the Company may be deemed to be concerned or interested in the resolution to the extent of remuneration that may be received by him Except to him none of the Directors Key Managerial Personnel have any concern or interest in the resolution ITEM NO 3 PAYMENT OF REMUNERATION TO MR VINOD KUMAR DHALL NON EXECUTIVE INDEPENDENT DIRECTOR OF THE COMPANY The Board of Directors of the Company in its Board Meeting held on 29 October 2013 approved the payment of remuneration to Mr Vinod Kumar Dhall Non executive Independent Director of the Company In accordance with the provision of Section 309 of the Companies Act 1956 which allows the payment of remuneration to a Director who is neither a Whole Time Director nor a Managing Director or Manager of a Company by way of remuneration if the Company authorizes such payment by way of Special Resolution However the payment of remuneration to Mr Vinod Kumar Dhall Non executive Independent Director of the Company will be further subject to the approval of Central Government Mr
15. ompany and was listed in NYSE as well He was the Head of European Operations for a period of 3 years based in London and during this tenure was responsible for developing the European market for Dr Reddy s through series of organic and inorganic moves He has enabled the Company to establish very progressive Corporate Governance policies and practices including compliance with Sarbanes Oxley Act and Clause 49 requirements of the Stock Exchange During the period the company also introduced board practices which were world class level in terms of transparency and sharing of information He was also nominated by CNBC as one of the Finalists for the Best Indian CFO award in 2007 He was awarded Chairman s Excellence Award at Dr Reddys Currently working as an Independent Advisor to Private Equity Institution Financial Institution and Health Care services Institution and Board of few Companies He also has put up a Venture to do Equity Research and Portfolio Management with a team of young Management Graduates Accordingly it is proposed to pay remuneration Rs 7 00 000 Rupees Seven Lakhs Only to Mr Subramanyam Vishar Vasudevan Non executive Independent Director of the Company for a period of 3 Three years for the Financial Years 2013 14 2014 15 and 2015 16 The above payment to Mr Subramanyam Vishar Vasudevan Non executive Independent Director will be inclusive of sitting fees payable to him for attending Board Meetings and all other C
16. per specimen signature registered with the Company NOTES INSTRUCTIONS Pursuant to the provisions of section 192A of the Companies Act 1956 read with Companies Passing of Resolution by Postal Ballot Rules 2011 and Clause 35B of the Listing Agreement assent or dissent of the shareholders in respect of the resolution contained in the Notice dated December 30 2013 is being taken through postal ballot e voting Under the green initiative of Ministry of Corporate Affairs Postal Ballot Notice is being sent to the shareholders who have registered their e mail ids with the Company RTA through e mail and to all other shareholders by post along with Postal Ballot Form The Company has appointed Mr Nesar Ahmad Practicing Company Secretary as the Scrutinizer for conducting the postal ballot e voting process The notice of postal ballot e voting is being sent to the members whose names appear in the register of members as on January 3 2013 and Shareholders holding equity shares shall have one vote per share as shown against their holding The Scrutinizer will submit his final report as soon as possible after the last date of receipt for postal ballot e voting i e Monday February 17 2014 The results of Postal Ballot shall be declared by the Chairman or his authorized representative or any Director duly authorized by the Board on Monday February 17 2014 at 2 30 PM at registered office of the Company T
17. r expedient or incidental for the purpose of giving effect to the aforesaid Resolution ITEM NO 3 PAYMENT OF REMUNERATION PAID TO MR VINOD KUMAR DHALL NON EXECUTIVE INDEPENDENT DIRECTOR OF THE COMPANY RESOLVED THAT pursuant to Section 198 309 and all other applicable provisions if any of the Companies Act 1956 including any statutory modification s or re enactment thereof and the Memorandum and Articles of Association of the Company and subject to the approval of Central Government consent of the Shareholders be and is hereby accorded for payment of remuneration of Rs 8 00 000 Rupees Eight Lakhs Only per annum for a period of 3 Three years for the Financial Years 2013 14 2014 15 and 2015 16 to Mr Vinod Kumar Dhall Non executive Independent Director and the Chairman of the Board of the Company RESOLVED FURTHER THAT the remuneration as above to be paid to Mr Vinod Kumar Dhall Non executive Independent Director and the Chairman of the Board will be inclusive of sitting fees payable to him for Chairing attending Board Meetings and all other Committee Meetings during that period RESOLVED FURTHER THAT the remuneration paid to Mr Vinod Kumar Dhall Non executive Independent Director and the Chairman of the Board of the Company for each year may be reviewed and decided by the board as it may deem fit RESOLVED FURTHER THAT the Board of Directors and or Company Secretary and or CFO of the Company be and is are hereby
18. se of giving effect to the aforesaid Resolution ITEM NO 2 PAYMENT OF REMUNERATION PAID TO MR SUBRAMANYAM VISHAR VASUDEVAN NON EXECUTIVE INDEPENDENT DIRECTOR OF THE COMPANY RESOLVED THAT pursuant to Section 198 309 and all other applicable provisions if any of the Companies Act 1956 including any statutory modification s or re enactment thereof and the Memorandum and Articles of Association of the Company and subject to the approval of Central Government consent of the Shareholders be and is hereby accorded for payment of remuneration of Rs 7 00 000 Rupees Seven Lakhs Only per annum for a period of 3 Three years for the Financial Years 2013 14 2014 15 and 2015 16 to Mr Subramanyam Vishar Vasudevan Non executive Independent Director of the Company RESOLVED FURTHER THAT the remuneration as above to be paid to Mr Subramanyam Vishar Vasudevan Non executive Independent Director will be inclusive of sitting fees payable to him for attending Board Meetings and all other Committee Meetings during that period RESOLVED FURTHER THAT the remuneration paid to Mr Subramanyam Vishar Vasudevan Non executive Independent Director of the Company for each year may be reviewed and decided by the Board as it may deem fit RESOLVED FURTHER THAT the Board of Directors and or Company Secretary and or CFO of the Company be and is are hereby authorized jointly and or severally to do all acts deeds and things that may be necessary prope
Download Pdf Manuals
Related Search